COMMERCIAL LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY: This is a legally binding license and agreement between you and your employer, educational institution or organization (collectively, “Licensee”) and The Trustees of the University of Pennsylvania ("Penn”) for “A method to detect, quantify and visualize mRNA splicing variations from sequencing data (MAJIQ and VOILA) (Penn Reference #16-7706)” and related documentation developed by Yoseph Barash, Jorge V. Garcia, Alejandro Barrera, and Matthew Gazzara at the School of Medicine, University of Pennsylvania (collectively, the "Product"). Your use of the Product is subject to the terms and conditions set forth below. Please carefully read the terms and conditions of this Copyright License Agreement (“Agreement”).
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE "I Accept" BOX AT THE BOTTOM OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OFTHIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PRODUCT.
1. LICENSE TO USE: Penn hereby grants to Licensee a non-exclusive, revocable, non-transferable and limited license to i) use the Product solely for commercial use and, ii) prepare and use Derivative Works solely for internal purposes, and in each case, subject to the terms and conditions contained in this Agreement. The rights granted to Licensee shall be subject to the obligations and restrictions set out in this Agreement. Licensee shall deliver to Penn, at least once per calendar year, a copy of all Derivative Works in both source code and object code. “Derivative Works” shall mean any derivatives, modifications, translations, or improvements of the Product developed or created by Licensee.
2. LICENSE FEE: In consideration for the rights granted to Licensee by Penn under this Agreement, Licensee must pay to Penn the license fee and any applicable taxes (the "License Fee") set out on the Download Summary screen, which Licensee should review carefully and print out or download, and which is incorporated by reference into this Agreement as if expressly set forth herein. The License Fee shall be due and payable upon acceptance of the terms of this Agreement. No portion of the License Fee shall be refundable to Licensee under any circumstances. If paying by credit card, payment of the License Fee shall be made to and recorded on the paying party’s statement as "Wellspring Worldwide, LLC," acting as Penn's authorized payment agent. 
3. DELIVERY OF PRODUCT: After Licensee has executed this Agreement and Penn has received appropriate payment of the License Fee, Licensee will be provided with an access code and a link to another site to download the Product. 
4. OWNERSHIP & RESTRICTIONS: The Product and any and all knowledge, know-how and/or techniques relating to the Product, in whole or in part, are and will remain the sole and absolute property of Penn. As between Licensee and Penn, all inventions, discoveries, improvements, copyright, know-how or other intellectual property rights, whether or not patentable or copyrightable, created by or on behalf of Penn prior to or during the term of this Agreement pertaining to the Product are and will remain the sole and absolute property of Penn. No right, title or interest in or to any trademark, service mark, logo, or trade name of Penn is granted to Licensee under this Agreement. Without limiting the foregoing, Licensee is not authorized to and shall not, and shall not authorize any third party to, undertake any of the following actions:
(a) make copies of the Product or Derivative Works;
(b) permit the Product or Derivative Works to be made available in any other form or medium; 
(c) modify, adapt, decompile, disassemble, translate into another language, create Derivative Works of, or otherwise reverse engineer the Product, or disclose any trade secrets relating to the Product, except as expressly permitted in Section 1;
(d) distribute, sell, lease, transfer, assign, sublicense, trade, rent or publish the Product or Derivative Works or any part thereof and/or copies thereof, to others;
(e) use the Product or Derivative Works or any part thereof for any purpose other than as expressly stated in Section 1;
(f) use the Product or Derivative Works for, or in connection with, diagnostic and/or therapeutic applications, including clinical use in animals or humans, or treatment or care of patients;
 (g) allow any other person or entity to use the Product or Derivative Works; 
(h) use, without its express permission, the name or marks of Penn in advertising, publicity or otherwise; or
(i) use the Product or Derivative Works or any part thereof for any commercial or for-profit purpose or any other purpose other than the limited purpose as expressly permitted in Section 1.

5. INTELLECTUAL PROPERTY RIGHTS: All patents, copyrights, trade secrets, service marks, trademarks and other proprietary rights in or related to the Product and Derivative Works are and will remain the exclusive property of Penn.  Licensee hereby covenants and agrees that Licensee will not, either during or after the termination of this Agreement, contest or challenge the title to or the intellectual property rights of Penn in the Product or Derivative Works or any portion thereof, and upon any violation of such covenant and agreement this provision may be pleaded as an estoppel in any action or claim.
6. ACKNOWLEDGEMENT OF PENN: If Licensee uses or references the Product or Derivative Works in any manner and/or publication (including scientific publications, electronic documents or websites), Licensee must include appropriate acknowledgments of Penn as owner and Yoseph Barash, Jorge V. Garcia, Alejandro Barrera, and Matthew Gazzara as the creator of the Product, and must include the copyright notice as follows:
“Copyright © 2016 University of Pennsylvania; All Rights Reserved”

7. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES: 
PENN MAKES NO REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT TO ANY ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL PROPERTY, PATENT RIGHTS, LICENSE AND ANY PRODUCT.
Furthermore, nothing in this Agreement will be construed as:
(a) A representation or warranty by Penn as to the validity or scope of any patent, copyright or other intellectual property right of Penn in or related to the Product or Derivative Works;
(b) A representation or warranty that anything made, used, sold or otherwise disposed of under the License is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights of third parties;
(c) Obligating Penn to bring or prosecute actions or suits against third parties for patent, copyright or trademark infringement;
(d) Conferring by implication, estoppel or otherwise any license or rights under any copyright, patent right or intellectual property right of Penn other than the Copyright as defined herein, regardless of whether such intellectual property right(s) are dominant or subordinate to the Copyright; and
(e) Obligating Penn to furnish any know-how.
8. LIMITATION OF LIABILITY: Penn will not be liable to Licensee or any other person or entity for any causes of action, liability, loss or damages caused or alleged to have been caused, either directly or indirectly, by the Product or Derivative Works, or the use, application or interpretation thereof, or by Flintbox, or Wellspring, LLC.  Without limiting the foregoing, in no event will Penn be liable for any lost revenue, profit, business interruption or lost data, or for special, indirect, consequential, incidental or punitive damages, however caused, regardless of the theory of liability, arising out of or related to the use of or inability to use the Product or Derivative Works, even if Penn has been advised of the possibility of such damages. Subject to the foregoing limitations, Penn's total liability as proved will be restricted to the amount of the License Fee actually paid to Penn.
Licensee’s personal information is subject to the Flintbox Privacy Policy and Penn will not be responsible or liable to Licensee, Flintbox, Wellspring, LLC, or any other person or entity with regard to such personal information for any liability or damages of any kind arising therefrom, however caused. 
9. INDEMNITY: Licensee will indemnify, defend and hold harmless Penn, its trustees, faculty, staff, students and agents, including Flintbox and Wellspring, from and against any and all causes of action, liability, loss, damages, actions, claims or expenses (including attorney's fees and costs) in connection with any claim, suit, causes of action, demand or judgment arising out of, connected with, resulting from or sustained as a result of Licensee’s use of the Product or Derivative Works.
10. TERM: The term of this Agreement and of the license granted by this Agreement shall commence upon the later of (a) Licensee's acceptance of this Agreement by clicking "I Agree" below or (b) Penn’s receipt of payment from Licensee and shall continue until terminated as provided below.
The Agreement automatically terminates without notice from Penn if you fail to comply with or breach any provision of this Agreement. Licensee may terminate this Agreement by ceasing using the Product and Derivative Works. Upon any termination of this Agreement, Licensee must destroy any and all copies of the Product and Derivative Works.  Licensee agrees that all provisions which operate to protect the proprietary rights of Penn (including, without limitation, Ownership and Restriction, Intellectual Property Rights, Disclaimer of Representations and Warranties) as well as Section 8 (Limitation of Liability) and Section 9 (Indemnification) and this Section 10 shall remain in force and, as such, survive the term of the Agreement.
For the avoidance of doubt, upon termination for breach, Licensee must immediately cease use of the Product or Derivative Works. 
11. SUPPORT AND MAINTENANCE: No support, installation, or training by Penn is provided as part of this Agreement.  Licensee acknowledges and agrees that, unless and then only to the extent expressly agreed by Penn in a separate written agreement between Licensee and Penn, the Product is provided to Licensee without any support or maintenance from Penn and that Penn shall have no obligation to issue any update or upgrade to any Product or Derivative Works.

12. REPRESENTATIONS: Licensee represents and warrants that Licensee has the legal authority to enter into this Agreement, and that Licensee will be financially responsible for any License Fee, costs, charges and taxes arising out of its use of the Product or Derivative Works.
Penn is not responsible or liable for the availability of Flintbox or majiq.biociphers.org, and is not responsible or liable for any damage or loss caused, or alleged to be caused, by the use of Flintbox or majiq.biociphers.org, including loss of data or the presence of a virus, worm, trojan horse or similar impairment arising therefrom.
13. GOVERNING LAW: This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, excluding application of any conflict of laws principles that would require application of the law of a jurisdiction outside of the Commonwealth of Pennsylvania.
Use of the Product or Derivative Works is prohibited in any jurisdiction which does not give effect to the terms of this Agreement.
14. EXPORT REGULATION: Licensee agrees to comply with any and all applicable U.S. export control laws, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control.
15. OTHER PROVISIONS:
(a) Penn and Licensee acknowledge and agree that no joint venture, partnership, employment, consulting or agency relationship is created, or intended to be created, as a result of this Agreement or Licensee’s use of the Product.
(b) All prices are in United States dollars, and prices are subject to change without notice.
(c) No modification of this Agreement will be binding, unless in writing signed by an authorized representative of each party.
(d) The provisions of this Agreement are severable in that if any provision in the Agreement is determined to be invalid or unenforceable under any controlling body of law, such determination will not affect the validity or enforceability of the remaining provisions of the Agreement.
16. ENTIRE AGREEMENT:  This Agreement constitutes the sole and entire agreement between Licensee and Penn as to the matters set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating thereto.